Legal Document & Form Learning Center

Priori Legal is a curated legal marketplace connecting businesses with a network of vetted lawyers. Our Document Learning Center features legal forms and documents drafted by members of our network. They have agreed to share some of the documents they regularly use in the course of their practice along with annotations explaining different provisions and outlining decisions you might need to make. 

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Business owners requiring a mutual non disclosure agreement, also known as a mutual NDA or a mutual confidentiality agreement, should start with Priori's free mutual non disclosure agreement template. This mutual non disclosure agreement is useful when two parties are contemplating a potential business opportunity. In such a transaction, it is likely that the parties will need to share confidential information with each other. This mutual non disclosure agreement template creates affirmative duties for each party not to share the confidential information of the other party.  The following mutual non disclosure agreement template will help you understand the different parts of a strong mutual non disclosure agreement and how those different parts function in the contract as a whole.

Real Estate

A commercial lease agreement, sometimes referred to as a business lease agreement, sets forth the contractual terms between a commercial lessee and lessor for the rental of a commercial property. Typical terms include the parties to the contract, the duration of the lease, and the permissible use of the premises. This commercial lease agreement template will help you understand how a commercial lease agreement functions and why lawyers include certain terms.

Wondering how to write a contract termination letter? The best way is to start with our free contract termination letter template. In general, this contract termination letter template is meant to help business owners avoid an automatic renewal of a contract by communicating to a counterparty that the current agreement governing your business relationship will terminate at the expiration date of the current agreement.

A termination of contract letter, also known as a breach of contract letter, communicates to a counterparty that you are planning to breach the contract, effectively terminating the agreement that currently governs your business relationship. This sample termination of contract letter will help you understand how a breach of contract letter functions and why lawyers include certain terms.

This Confidentiality Agreement & Non Circumvention Agreement is appropriate when two parties are considering a potential transaction and only one party will be disclosing confidential information. It also includes provisions to prevent the party receiving confidential information from circumventing the disclosing party. This confidentiality and non circumvention agreement template will help you understand how this agreement functions and why lawyers include certain terms.

Technology & Privacy

Every website should have a privacy policy to avoid legal liability. Priori's privacy policy template can help you understand the important terms to include in your privacy policy and how these terms work together in the document. There are many different ways to draft a privacy policy, depending on the specifics of your needs. You can review another sample privacy policy here. Keep in mind that while this free privacy policy is a great place to start, every website is unique, so you'll want to hire a lawyer to modify this privacy policy template to fit your specific situation. 

Property management agreements, sometimes known as property management forms, are contracts between the owner of a piece of property and a company or person hired as the manager of the property. A property management agreement typically details the terms of the authority granted to the manager by the owner to carry out leasing and other management operations associated with the property covered in the property management agreement. Looking for a property management agreement template? Priori's sample property management agreement form can help you understand the important terms to include in your property management agreement and how these terms work together in the document.

Technology & Privacy

A terms of service document (also called terms of use, terms and conditions, or just terms) is an agreement companies use in connection with their software as a service, website, and/or mobile application. In addition to forming a binding contract, a terms of service document also serves to communicate your expectations to your users and establish the ground rules for your interactions with users and their interactions with each other. This terms of service template can help you understand the various parts of a terms of service agreement and how these parts work together within the document. You can review an alternate sample terms of service here

Real Estate

A triple net lease (sometimes called a “net-net-net” or “NNN” lease) designates the tenant as solely responsible for net real estate taxes, net building insurance, and net common area maintenance relating to the leased asset (in addition to the rental fee). Priori's triple net lease form will help business owners understand the common terms of a triple net lease and how these terms function within the broader document.

Priori's non-disclosure agreement template is a one-way non-disclosure agreement (sometimes known as a one-way NDA or a confidentiality agreement). Business owners can use this NDA template if (A) they have confidential information that they wish to share with someone or (B) another party has confidential information that they want to share with the business owner. Confidential information may include information about technology, finances, marketing, customers, a business model, business practices, recipes, or other trade secrets. Priori's non-disclosure agreement template will help you understand the common terms of a non-disclosure agreement. And this confidentiality agreement template will also help you understand how each term works together within the document as a whole. 

A cease and desist letter, sometimes referred to as a cease and desist order, is drafted and sent to a third party demanding that they discontinue certain activities or operations that violate your legally enforceable rights. This cease and desist letter template can help you understand how cease and desist letters function and why lawyers include certain terms.

Litigation

Business owners wondering how to write a demand letter should start with this demand letter template. A demand letter is a letter written to an adversary prior to the commencement of litigation. A demand letter explains that you are planning to file a lawsuit, and it sets out the actions the adversary will need to take to prevent you from filing a lawsuit. This demand letter sample will help you understand the different parts of a good demand letter and how they function.

As noted in the sample release for models, an adult model can, in most instances, unilaterally agree to and execute a release on his or her own behalf.  However, in the event that your model is a minor, the model’s parent or guardian will need to give guardian consent for you to use the minor as a model. The following sample consent agreement form, sometimes known as a parent consent letter or a parent permission level, will get you started in drafting a parent consent letter allowing parents to legally grant guardian consent for their minor children to serve as a model. However, always consult with an attorney well-versed in your state-specific laws about the proper procedure for entering into a contract on behalf of a minor. 

Business owners often use a photo waiver form or an employee photo release form to photograph an adult model in connection with a particular photography project or advertising campaign related to their business.  Priori's photo consent form template can help you understand the important terms business owners should include in their photo waiver form and how these terms work together in the document. This photo consent form template assumes that an adult model - rather than a minor model - is signing the photo waiver form.  In the event that you are photographing a minor model, a minor’s parent or guardian will need to execute a guardian consent agreement.

A notice of breach of contract letter notifies the counterparty to a contract that the counterparty has breached the contract. Sometimes referred to as a type of demand letter, a notice of breach of contract letter should strictly adhere to any terms in the contract discussing requirements for notice of breach of contract. Priori's sample demand letter breach of contract can help you learn more about the terms common to a notice of breach of contract letter and how these terms function within the letter.

Employment

An employee termination letter, oftentimes called simply a termination letter, sets out in writing the fact that the employee has been terminated, the date of termination, the reason for termination, the benefits the individual is entitled to, and any ongoing obligations. Priori's termination letter template can help you understand the important terms to include in your termination letter and how these terms work together in the document as a whole.

Intellectual Property

A software license agreement gives a licensee a non-exclusive, non-transferable right to use software. A software license agreement defines how that software can be used and what happens in the event of breach. Priori's sample software license agreement can help you understand the important terms to include in your software license agreement and how these terms work together in the document. While this software license agreement template is a good representation of a standard software license agreement, you'll want to have a Priori lawyer tailor the document to your unique situation.

Intellectual Property

A patent license agreement typically grants a licensee exclusive rights to manufacture, sell, and use a patented invention, subjected to certain terms. A patent license agreement will also define the amount of royalties the licensee owes the licensor. Priori's patent license agreement sample can help you understand the important terms business owners should include in their patent license agreements and how these terms work together in the document. You can learn more about intellectual property licenses here, patent licenses here and the difference between patent licenses and assignments here. You can also review a patent assignment agreement template here

Employment

Business owners wondering how to write a demotion letter should start with Priori's demotion letter template. As the name suggests, a demotion letter is a letter demoting an employee. A demotion letter addresses the involuntary demotion of an employee, often memorializing a previous conversation in which the employee has been informed of their demotion and the reasons for it. This demotion letter template will help you understand the different parts of a demotion letter and how they function.

Business owners wondering how to write an employment verification letter, sometimes known as a letter of employment or proof of employment letter, should start with this employment verification letter sample. An employment verification letter is a response to an inquiry by a third party (e.g., a prospective employer, government agency, or financial institution) that the current or former employee is or was employed by your organization. These inquiries usually request information regarding the dates of employment and salary information. The following employment verification letter sample will help you understand the different parts of a strong employment verification letter and how those different parts function in the letter as a whole.

An employment separation agreement, sometimes known as an employee separation agreement or a separation and release agreement, sets out the terms of an employee's separation from a company. Employment separation agreements often include a release of claims against the employer in consideration for certain separation or severance benefits the employee would otherwise not be entitled to receive.  Priori's employment separation agreement template can help you understand the important terms to include in your employee separation agreement and how these terms work together in the document.

Business owners requiring an independent contractor agreement, sometimes referred to as simply a contractor agreement, should start with Priori's independent contractor agreement template. At their most basic level, independent contractor agreements delineate the relationship between an individual/consultant (non-employee) and a client/business. The following sample independent contractor agreement will help you understand the different parts of a strong independent contractor agreement and how those different parts function in the contract as a whole. You can learn more about the general requirements for an independent contractor agreement here and more about employee classification here

 

Employment

A job offer letter describes the basic terms of the employment position offered by a company. Priori's job offer letter template can help you understand the important terms to include when drafting a job offer letter and how these terms work together within the job offer letter.  This particular job offer letter template is designed for a non-executive hourly or salaried employee, but a Priori lawyer can help you tailor it to any position.

Business owners requiring a letter of intent to purchase real estate, also known as a real estate letter of intent, should start with Priori's real estate letter of intent sample. A letter of intent to purchase of real property outlines the terms of the prospective sale before the buyer commits to the purchase. The following real estate letter of intent sample will help you understand the different parts of a strong letter of intent to purchase real estate and how those different parts function in the contract as a whole.

 

Business owners requiring a subordination, non-disturbance, and attornment agreement, also known as a SNDA agreement or a subordination agreement for short, should start with Priori's sample subordination agreement. A subordination, non-disturbance, and attornment agreement addresses the rights of a tenant vis-à-vis the landlord’s lender in a commercial transaction. The landlord is also frequently a party to the agreement. The following subordination agreement sample will help you understand the different parts of a strong subordination, non-disturbance, and attornment agreement and how those different parts function in the agreement as a whole.

Business owners wondering how to write an employment agreement, also known as an employment contract, should start with this employment agreement template. This employee contract template is meant to serve as a guide for company executives; it includes provisions for compensation and benefits, non-compete and non-solicitation, confidentiality, and IP ownership rights. This employment contract sample will help you understand the different parts of a good employment agreement and how they function.

Website Documents

This is a sample privacy policy that can be used with a website. Typically, there is a link to the policy at the bottom of the home page.  You can compare and contrast how different lawyers approach a Privacy Policy by reviewing an alternative version here

Technology & Privacy

This Terms and Conditions (aka Terms of Service or Terms of Use) provides illustrative language communicating to users conditions upon which they can use a company’s website. You can compare and contrast how different lawyers approach a Terms and Conditions by reviewing an alternative version here

Intellectual Property

This free template Patent Assignment Agreement would be used to assign some or all of the rights in an existing Patent to a third party. A Priori lawyer can help you customize it to meet your company's needs. You can learn more about the requirements to draft a legal binding Patent Assignment Agreement here, as well as when it would be more appropriate to use a Patent License Agreement

Litigation

This sample Collections Letter is designed to catalyze past-due payments. Sending a letter is often the first stage in the collections process. 

Technology & Privacy

This Website Linking Agreement sets out the terms on which a company permits a licensee to link to its website and, in connection with this link, display the company’s trademarks on licensee’s website.

Technology & Privacy

This Software Development Agreement (sometimes referred to as a Master Services Agreement) sets out the terms on which a developer sells and transfers customized software to a client that will incorporate the software into its products, services, or processes. A scope of work (also called a statement of work) is generally added as an appendix, exhibit or rider to the agreement in order to specifically describe what software is to be developed under the agreement.

Corporate Governance

A certificate of incumbency serves to assure a counterparty to an agreement that the person (or people) representing the applicable corporation, limited liability company, partnership or other business entity has (or have) the authority to enter into the particular agreement. Certificates of incumbency are used in a range of situations – everything from two parties who have never done business together before to large mergers, acquisitions and financings for which it is standard practice to include such a certificate. A counterparty may or may not request a formal "certificate."   Some parties may be content with a letter.  Nonetheless, formality generally helps in providing the necessary assurance.  Read this free template of a Certificate of Incumbency to learn more about how certificates of incumency work and understand some of the concerns that typically arise. You can also read more about Certificates of Incumbency in Priori's Resources section. 

This free form template of a Talent Release provides an individual’s permission to use their name and likeness in content across a broad range of media in for-profit situations. Such a release makes clear to the individual that they are permitting their name and likeness to be used in the described situations and protects content creators and distributors from liability.

This Professional Services Agreement sets out the terms by which a professional services company will perform services for a business client. Download this free template agreement and then a Priori lawyer can customize it to your unique needs. 

Financing & Securities

This Promissory Note sets out the repayment terms on a monthly installment basis for an unsecured debt and the remedies in the event of default. Review our free template Promissory Note before having a Priori lawyer customize it for your situation. 

A Single-Member LLC Operating Agreement is used for limited liability companies with just one member. Single-member limited liability company operating agreements can be quite simple because there is just one person involved. This template assumes you're not currently seeking new members.  If and when additional members are expected, the agreement should be reviewed and revised to take into account the new ownership structure of the LLC. Note that once a second member is involved, revising the agreement may be more complicated. Review our free template Single-Member Operating Agreement before having a Priori lawyer customize it for your situation. 

A letter demanding compliance with a covenant not to compete is generally sent to a former employee to demand that the former employee not engage in any activity that violates the covenant not to compete agreed to in such employee’s employment agreement with such former employer. A Priori lawyer can review the non-compete language in your employment agreement and customize this free template demand letter to comply with a non-compete covenant for your needs. 

This Sales Consultant Agreement or Commission Sales Agreement sets out the terms by which an independent sales consultant agrees to sell products or services on behalf of a company. A lawyer can customize this free template for your needs, including how you want to structure commission and compensation. 

This letter to a supplier is intended to terminate, or demand compliance with, a contract for the supply of goods or services. Download and review this free letter template, which can be styled either as a demand letter or a termination letter, before having a Priori lawyer customize it for your needs. 

Technology & Privacy

An End-User License Agreement (“EULA”) is a type of take-it or leave-it contract (also referred to as a form contract, shrinkwrap contract, shrink-wrapped agreement or an agreement with “off-the-shelf” terms) commonly used with software and consumer electronics.  This template EULA is an example that might be used by a software owner or publisher to bind end users to certain terms and provide support services related to the software.  

This Stock Purchase Agreement (sometimes called an Share Purchase Agreement or SPA) sets forth terms of the sale and transfer of a company’s stock to a purchaser. Stock Purchase Agreements are often used to effect the acquisition of a company through the purchase of the majority of stock in that company. Download this free template Stock Purchase Agreement form and put in a free request to have a Priori M&A or contracts lawyer customize it for you. 

This form of a Release Agreement, Indemnity Agreement and Hold Harmless Agreement releases a party from certain specified liabilities. Releases are used to transfer risk from one party to another and protect against the released party or reimburse the released party for damage, injury, or loss. Download this free template Release, Indemnification and Hold Harmless Agreement form and put in a free request to have a Priori contracts lawyer customize it for you.

This free template Letter of Intent for an Asset Purchase Agreement is a non-binding document outlining the general terms and price by which a buyer proposes to purchase the assets of a particular business.  If signed by the seller, it indicates that both parties intend to move forward in completing the transaction. It is often used in the context of an M&A transaction. You can learn more about the differences between asset purchaes and stock purchases here

Sweepstakes are a popular way for brands to engage with consumers, but they present regulatory, intellectual property, privacy, and other liability issues.  These sample sweepstakes rules set out the material terms and conditions of an example promotional giveaway in which participants have an opportunity to win gifts or prizes based on random chance. You can learn more about the laws that apply to sweepstakes here

This sample Publishing Agreement form gives a publisher written permission to publish an author’s work. The agreement covers copyright, confidential information, warranties and indemnification. Download this free template and have an attorney from Priori Legal's vetted network customize it for you.

This sample Corporate Credit Card Use Agreement template is written for use in a situation in which a company provides a corporate card for employee use. The agreement is styled to be favorable to the employer and holds the employee personally responsible for charges associated with misuse of the card. Put in a free request to have a Priori Legal employment attorney customize this agreement and other relevant employment documents for your company. 

This Business Associate Agreement ("BAA") provides sample language and provisions required for compliance with the HIPAA privacy and security rules and the HITECH Act that covers the relationship between a HIPAA-covered entity and a business associate. Download this free form template to review attorney comments and schedule a free consultation with a member of Priori Legal's vetted lawyer network. 

This Business Broker Engagement Agreement sample sets out terms for the exclusive representation of a business owner that desires to sell a business used in the context of an M&A transaction. Download this template, review attorney-drafted comments and put in a request to have a Priori Legal M&A attorney customize it for you.  

This sample term sheet sets out illustrative terms for an acquisition of a business. The sample term sheet can be adapted for situations involving a stock purchase, asset purchase or purchase of a segment, business line or subsidiary of a larger business. Download this free form template and have a Priori Legal M&A attorney customize it for your business. 

Disclaimer These forms are samples that have been prepared for general informational purposes only. Nothing contained in these forms is legal advice, nor does your use of them create an attorney-client relationship with either the drafting attorney or Priori Legal. You are encouraged to seek your own legal counsel to review any of these forms and obtain advice on their general applicability prior to use.